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debate. For example, he said when discussing the concept of a two-year Chair, the argument that an incoming Chair is just getting a lay of the land when their term expires is a powerful viewpoint that Manfre said makes perfect sense. “I know during my first term, I mostly listened. It takes time to get up to speed.” On the other hand, he said it was also noted that asking the Chair to make a two-year term necessarily eliminates some people from consideration who just can’t make that commitment because of their own company situation. Manfre said this debate was typical of Board discussions that tried to examine every issue and pick the decision that was best for the industry and the association. He noted that it has been a great experience personally to serve on the board. “The people that I have met that I never would have known and the relationships that I have formed are priceless,” he said. “I’ve learned a lot about the industry and have been exposed to many different opinions. I definitely got more out of Western Growers than I have ever given. I leave hoping I made a good contribution.” He also leaves excited about the new ideas that are surfacing from some of the young leaders and knows that his district will be represented well by whoever wins the next election. Over the long history of Western Growers, the boardmembers have always been elected for two-year terms and for the first time ever, the officers’ terms are following suit as Manfre noted. WG President and CEODave Puglia said the unprecedented situation that occurred because of coronavirus restrictions soon after Ryan Talley of Talley Farms became Chairman of the Board in 2020 led the board to elect him for consecutive terms in 2021. “Given the wide scope of work the association performs on behalf of the industry and the breadth and diversity of the WG Family of Companies, for many of us—both staff and our board leaders—just as a new Chair is fully acclimated, a new Chair takes over,” Puglia said. “While the pandemic compelled us to extend Ryan’s term for another year, our experiences in his two years as chair confirmed what we had been thinking for a long time: A two-year term offers the Chair a greater opportunity to bring the full measure of his or her leadership to this organization and our industry.”

WG Senior Vice President and General Counsel Jason Resnick, who also serves as the Board Secretary, said along with the addition of the two-year term for members of the Executive Committee (EC), the Board also eliminated two positions on EC—Past-Past Chair and one of the two Vice Chairs—and replaced those slots with two at-large Executive Committee Members. Resnick said that the change was made for a very practical reason: to limit the Chair’s commitment to a leadership post to six years rather than expanding it to 10 years. He explained that under the previous system, a Board member moving into a leadership post was asked to make a five-year commitment to the Executive

Committee as the member moved through the officer positions in order: Vice Chair, Senior Vice Chair, Chair, Past Chair and Past-past Chair. Two-year terms would have doubled that commitment. Under the new procedure, the members will be asked to make a six-year commitment: two years each as Vice Chair, Chair and Past chair. The two at-large Executive Committee members will join the Treasurer and Executive Secretary positions as slots that do not require extensive commitments to the EC. Resnick said the Board wanted to keep an eight-member Executive Committee to give the full Board the advantage of having an EC that is large enough to represent a wide variety of views and fully vet issues that come before it.

Western Growers Governance Update

At the March 24, 2022, Western Growers Board of Directors meeting in Phoenix, the Board voted to amend the Western Growers Bylaws. Here are some of the

notable changes that were approved by the Board: Reconstitution of the Executive Committee

Previously, the Western Growers Executive Committee was comprised of eight positions: Chairman of the Board, Senior Vice Chairman, Vice Chairman, Treasurer, Executive Secretary, Past Chairman, Past-Past Chairman, and President/CEO. Effective March 24, 2022, the Executive Committee is made up of the following eight positions: Chair, Vice Chair, Treasurer, Executive Secretary, Past Chair, President, and two Members-At-Large. Two-Year Terms Previously, except for the President and CEO who serves at the pleasure of the Board, the officers were elected for a one-year term and annually elected by the Board. Accordingly, the Board approved the reconstituted Executive Committee to serve for two-year terms as follows: Chair – Albert Keck Vice Chair – Stuart Woolf (formerly Senior Vice Chairman) Treasurer – Neill Callis Executive Secretary – Don Cameron Member At-Large – Rob Yraceburu (formerly Vice Chairman) Member At-Large – Ron Ratto (formerly Past-Past Chairman) Affiliated State Representation The Board also voted to require that one of the two Affiliate Directors come from the Affiliated State class of membership (e.g., a Colorado or New Mexico representative) beginning with the upcoming 2022 election. For a copy of the amended Western Growers Bylaws please contact the Board Secretary, Senior Vice President and General Counsel, Jason Resnick at jresnick@wga.com. President – Dave Puglia Past Chair - Ryan Talley

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MAY | JUNE 2022

Western Grower & Shipper | www.wga.com

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